DOCSLIB.ORG

Facebook.Pdf

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Facebook.Pdf EFiled: Aug 14 2018 04:33PM EDT Transaction ID 62347665 Case No. 2018-0307-JRS IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE KAREN SBRIGLIO and FIREMEN’S : RETIREMENT SYSTEM OF ST. : LOUIS, derivatively on behalf of : Nominal Defendant FACEBOOK, INC., : C. A. No. 2018-0307-JRS : Plaintiffs, : : v. : : MARK ZUCKERBERG, SHERYL : Filed August 7, 2018 SANDBERG, MARC ANDREESSEN, : ERSKINE B. BOWLES, SUSAN : PUBLIC VERSION DESMOND-HELLMANN, REED : PURSUANT TO HASTINGS, JAN KOUM, PETER A. : CT. CH. R. 5.1 THIEL, and : PRICEWATERHOUSECOOPERS, LLP : Public Version Filed August 14, 2018 : Defendants, : : and : : FACEBOOK, INC., : : Nominal Defendant. : : : : FIRST AMENDED VERIFIED STOCKHOLDER DERIVATIVE COMPLAINT This document contains information produced by Nominal Defendant Facebook, Inc. pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”) under a confidentiality agreement. 120294587_1 TABLE OF CONTENTS Page(s) TABLE OF EXHIBITS ........................................................................................... iv I. PRELIMINARY STATEMENT ............................................................................ 1 II. INTRODUCTION......................................................................................... 3 III. JURISDICTION AND VENUE .................................................................24 IV. PARTIES .....................................................................................................25 V. RELEVANT NON-PARTIES ....................................................................31 VI. THE SPECIFIC DUTIES OF FACEBOOK’S BOARD ............................32 VII. FACTUAL BACKGROUND ...................................................................388 A. Facebook’s Aggressive Business Model and Open Platform ...........388 B. Facebook’s Illusory User Agreements, Data Policies and Privacy Settings .................................................................................422 C. The Extensive Regulation of User Privacy and Facebook’s Business ...............................................................................................49 D. Individual Defendants Knew, or Were Reckless in Not Knowing, That Facebook Did Not Comply with Its Legal Obligations ..........................................................................................53 1. Facebook has a Culture of Indifference and Narrow Sense of Responsibility .............................................................53 2. Facebook was Forced to Explain a Stream of Early Privacy Abuses ..........................................................................57 3. Following Frequent, Ongoing Revelations About Facebook’s Data Privacy Practice, the FTC Takes Enforcement Action ..................................................................62 i 120294587_1 4. Following Entry of the FTC Consent Order, Facebook Continued to Violate Its Privacy Obligations .........................624 5. Facebook Operations Manager and Whistleblower Sandy Parakilas Warned Senior Executives in 2012 of the Dangers of Lax Controls Over App Developers .....................625 E. GSR and Cambridge Analytica Use Facebook Data For Political Purposes ................................................................................71 F. Individual Defendants Illegally Concealed the Cambridge Analytica Scandal ................................................................................76 1. The Guardian Reports on Cambridge Analytica’s Activities in December 2015. ...................................................76 2. After The Guardian Published the December 2015 Article, Facebook Continued to Pursue Revenue Generated Through Election Activities, Ignoring the Warnings of the Media, Investigators, Zuckerberg’s Mentor Roger McNamee, and Facebook’s Chief Security Officer Alex Stamos. ................................................................82 3. Zuckerberg Refuses to Testify Before the British Parliament. ................................................................................88 4. Individual Defendants Continue to Resist Admitting to the Public that they Concealed the Cambridge Analytica Scandal in Hearings Before the U.S. Congress. .......................95 G. Following the Revelations of Cambridge Analytica, Zuckerberg Continued to Mislead The Public ........................................................98 H. Individual Defendants Knowingly Made False and Misleading Public Statements Regarding Facebook’s Privacy Practices ............108 I. Defendants Koum, Zuckerberg, and Sandberg Sold Facebook Shares Based on Their Knowledge of Material, Non-Public Information ........................................................................................127 J. Individual Defendants Consciously Disregarded Their Duties ........133 ii 120294587_1 K. Defendant PwC Aided and Abetted Individual Defendants’ Breaches of Fiduciary Duties ............................................................137 L. Defendants’ Misconduct Has Harmed Facebook ..............................147 VIII. DERIVATIVE ALLEGATIONS ..............................................................151 A. Demand on Facebook’s Board Would Have Been Futile .................152 B. The Board Lacks Independence ........................................................152 C. The Majority of the Board is Subject to Substantial Risk of Personal Liability ..............................................................................159 IX. LEGAL COUNTS .....................................................................................164 COUNT I – BREACH OF FIDUCIARY DUTY (AGAINST DEFENDANT ZUCKERBERG).......................................................164 COUNT II – BREACH OF FIDUCIARY DUTY (AGAINST ALL INDIVIDUAL DEFENDANTS OTHER THAN DEFENDANT ZUCKERBERG)...........................................................................165 COUNT III – BREACH OF FIDUCIARY DUTY (AGAINST INDIVIDUAL DEFENDANTS ZUCKERBERG AND SANDBERG) .........................................................................................................166 COUNT IV – AIDING AND ABETTING ............................................................168 COUNT V – BREACH OF FIDUCIARY DUTY OF DISCLOSURE (AGAINST INDIVIDUAL DEFENDANTS) .......................................................170 COUNT VI – INSIDER TRADING (AGAINST DEFENDANTS ZUCKERBERG, SANDBERG, AND KOUM) ...1711 COUNT VII - CONTRIBUTION OR INDEMNIFICATION (AGAINST ALL INDIVIDUAL DEFENDANTS) ..............................................172 PRAYER FOR RELIEF ........................................................................................173 iii 120294587_1 TABLE OF EXHIBITS Exhibit Document Description Page(s) 1 Ex. A FTC Consent Order, dated 7.27.2012 6, 52, 63 2 Ex. B 12.11.2015, Ted Cruz campaign using firm that 6 harvested data on millions of unwitting Facebook users _ US news _ The Guardian 3 Ex. C Letter from Senator Blumenthal to FTC, 8, 66 4.19.2018 4 Ex. D GSR and Facebook Confidential Settlement 9 Agreement & Mutual Release and Certifications 5 Ex. E The Guardian and New York Times March 17, 10, 73 2018 6 Ex. F Zuckerberg Opening Statement to Senate 11, 38 Committee, April 10, 2018 7 Ex. G Transcript of Mark Zuckerberg Senate hearing, 11, 42 4.10.2018 8 Ex. H Transcript of Zuckerberg appearance before 11, 80, 101 House committee 4.11.2018 9 Ex. I Utterly horrifying_ ex-Facebook insider says 17,19, 67, 91 covert data harvesting was routine _ News _ The Guardian 10 Ex. J 2015-2017 PwC Report on Facebook's Privacy 18 Program 11 Ex. K Copy of Andrew Bosworth Memo, dated 56 6.18.2016 12 Ex. L Facebook Data Policy, as of Dec. 11, 2015 47 13 Ex. M Facebook Data Policy, April 19, 2018 48 14 Ex. N Facebook's 2018 Proxy Statement 123, 170 15 Ex. O Zuckerberg Insider Sales Table 130 16 Ex. P Sandberg Insider Sales Table 132 17 Ex. Q Koum Insider Sales Table 132 18 Ex. R 2012-2013 PwC Report on Facebook's Privacy 141 Program 19 Ex. S 2013-2015 PwC Report on Facebook's Privacy 141 Program 20 Ex. T Facebook -- 2018 Proxy -- SUPP 121, 170 iv 120294587_1 I. PRELIMINARY STATEMENT Plaintiffs Firemen’s Retirement System of St. Louis (“FRS”) and Karen Sbriglio (collectively, the “Plaintiffs”) derivatively on behalf of nominal defendant Facebook, Inc. (“Facebook” or the “Company”), bring the following Amended Verified Derivative Complaint against Facebook’s Chief Executive Officer (“CEO”) and Chairman of its board Mark Zuckerberg (“Zuckerberg”), Chief Operating Officer (“COO”) and director Sheryl Sandberg (“Sandberg”), and directors Marc Andreessen (“Andreesen”), Erskine S. Bowles (“Bowles”), Susan Desmond-Hellmann (“Desmond”), Reed Hastings (“Hastings”), Jan Koum (“Koum”), and Peter Thiel (“Thiel”) (collectively “Individual Defendants”), for breaching fiduciary duties that they owed to the Company and to its shareholders, and also bring claims against PricewaterhouseCoopers, LLP (“PwC”) for aiding and abetting in several of these breaches of fiduciary duty. Except for the allegations specifically pertaining to Plaintiffs and Plaintiffs’ own acts, the allegations in this Complaint are based on information and belief. Shareholder Plaintiffs, by and through their attorneys, derivatively on behalf of Facebook, allege upon personal knowledge as to themselves and their own acts, and upon information and belief as to all other matters, based upon, inter alia, the investigation conducted by and through their attorneys, which included, among other things: 1 120294587_1 • Exposé newspaper articles; • Transcripts of
Load more

Recommended publications
  • An Examination of the Unanticipated Outcomes of Having a Fun Organizational Culture
    University of Tennessee at Chattanooga UTC Scholar Student Research, Creative Works, and Honors Theses Publications 5-2018 An examination of the unanticipated outcomes of having a fun organizational culture Victoria Baltz University of Tennessee at Chattanooga, [email protected] Follow this and additional works at: https://scholar.utc.edu/honors-theses Part of the Business Administration, Management, and Operations Commons Recommended Citation Baltz, Victoria, "An examination of the unanticipated outcomes of having a fun organizational culture" (2018). Honors Theses. This Theses is brought to you for free and open access by the Student Research, Creative Works, and Publications at UTC Scholar. It has been accepted for inclusion in Honors Theses by an authorized administrator of UTC Scholar. For more information, please contact [email protected]. Page 1 An Examination of the Unanticipated Outcomes of Having a Fun Organizational Culture Victoria Baltz Departmental Honors Thesis The University of Tennessee Chattanooga Management Examination Date: March 26th, 2018 Randy Evans, Ph.D. Philip Roundy, Ph.D. Associate Professor of Management, UC Foundation Assistant Professor of UC Foundation Associate Professor Entrepreneurship Thesis Advisor Department Advisor Richard Allen, Ph.D. UC Foundation Professor of Management Department Advisor Page 2 Abstract Fun organizational cultures break the social constructs of the traditional work environment. Fun organizational cultures have been gaining popularity over the past couple decades. Since fun cultures are gaining attractiveness due to reports focused primarily on the positive aspects of fun cultures, this study examined if there were any unanticipated negative outcomes of a having a fun organizational culture. Qualitative data was pulled from interviews conducted with various members of fun organizational cultures.
    [Show full text]
  • 2016 Social Ceo Report
    2016 SOCIAL CEO REPORT Are Fortune 500 CEOs as digitally engaged as they should be? #socialceo SPONSORED BY: EXECUTIVE SUMMARY / 03 MAJOR FINDINGS / 04 LINKEDIN / 07 TWITTER / 08 FACEBOOK / 09 INSTAGRAM / 10 YOUTUBE AND GOOGLE+ / 11 YEAR-OVER-YEAR ANALYSIS / 12 ABOUT THE RESEARCH / 13 THE CHALLENGE / 14 A WORD FROM OUR SPONSOR / 15 HOW WE DID IT We identifed the social profles of every CEO on the Fortune 500 list across the six most popular networks: Twitter, Facebook, LinkedIn, Google+, Instagram, and YouTube. We weighed the legitimacy of these social profles against a strict set of criteria to ensure consistency in reporting. You can read more about our methodology at the end of the report. EXECUTIVE SUMMARY 2016 has been an interesting year Despite calls from many social media for the leading social media channels evangelists for CEOs to increase their as they vie for subscribers and use of social media, not much has infuencers, to grow advertising changed since 2015. While LinkedIn’s revenues. The past year has seen Infuencer program seems to be the strategic acquisition of LinkedIn gaining traction with CEOs, and by Microsoft. Meanwhile, YouTube Twitter use is also on the rise, continued to evolve and grow as a Facebook, Google+, Instagram, and streaming video platform, with YouTube remain the top choices for potential competitors—Facebook Live, corporate marketing teams to present LinkedIn Infuencer videos, Twitter’s corporate messaging. Periscope—vying to capture users. LinkedIn remains the frst channel CEOs adopt, followed by Twitter. 60% of Fortune 500 CEOs have LinkedIn’s Infuencer program no social media presence at all, features some of the most active compared to 61% in 2015.
    [Show full text]
  • BIG DATA and the FUTURE of DEMOCRACY (The Matrix World Behind the Brexit and the US Elections)
    BIG DATA AND THE FUTURE OF DEMOCRACY (The Matrix world behind the Brexit and the US Elections) Hannes Grassegger and Mikael Krogerus (Investigative journalists attached to the Swiss-based Das Magazin specialized journal. The original text appeared in the late December edition under the title: “I only showed that the bomb exists” (Ich habe nur gezeigt, dass es die Bombe gibt). This, English translation, is based on the subsequent January version, first published by the Motherboard magazine (titled: The Data That Turned the World Upside Down). Approved, present is the advanced version of the original Zurich text for the MD. Additional research for this report was provided by Paul-Olivier Dehaye). Copyright: Research Institute for European and American Studies (www.rieas.gr) Publication date: 12 February 2017. Note: The article reflects the opinion of the author and not necessarily the views of the Research Institute for European and American Studies (RIEAS). “Aegean theater of the Antique Greece was the place of astonishing revelations and intellectual excellence – a remarkable density and proximity, not surpassed up to our age. All we know about science, philosophy, sports, arts, culture and entertainment, stars and earth has been postulated, explored and examined then and there. Simply, it was a time and place of triumph of human consciousness, pure reasoning and sparkling thought. However, neither Euclid, Anaximander, Heraclites, Hippocrates (both of Chios, and of Cos), Socrates, Archimedes, Ptolemy, Democritus, Plato, Pythagoras, Diogenes, Aristotle, Empedocles, Conon, Eratosthenes nor any of dozens of other brilliant ancient Greek minds did ever refer by a word, by a single sentence to something which was their everyday life, something they saw literally on every corner along their entire lives.
    [Show full text]
  • Workshop on Venture Capital and Antitrust, February 12, 2020
    Venture Capital and Antitrust Transcript of Proceedings at the Public Workshop Held by the Antitrust Division of the United States Department of Justice February 12, 2020 Paul Brest Hall Stanford University 555 Salvatierra Walk Stanford, CA 94305 Table of Contents Opening Remarks ......................................................................................................................... 1 Fireside Chat with Michael Moritz: Trends in VC Investment: How did we get here? ........ 5 Antitrust for VCs: A Discussion with Stanford Law Professor Doug Melamed ................... 14 Panel 1: What explains the Kill Zones? .................................................................................... 22 Afternoon Remarks .................................................................................................................... 40 Panel 2: Monetizing data ............................................................................................................ 42 Panel 3: Investing in platform-dominated markets ................................................................. 62 Roundtable: Is there a problem and what is the solution? ..................................................... 84 Closing Remarks ......................................................................................................................... 99 Public Workshop on Venture Capital and Antitrust, February 12, 2020 Opening Remarks • Makan Delrahim, Assistant Attorney General for Antitrust, Antitrust Division, U.S. Department of Justice MAKAN
    [Show full text]
  • Amazon's Antitrust Paradox
    LINA M. KHAN Amazon’s Antitrust Paradox abstract. Amazon is the titan of twenty-first century commerce. In addition to being a re- tailer, it is now a marketing platform, a delivery and logistics network, a payment service, a credit lender, an auction house, a major book publisher, a producer of television and films, a fashion designer, a hardware manufacturer, and a leading host of cloud server space. Although Amazon has clocked staggering growth, it generates meager profits, choosing to price below-cost and ex- pand widely instead. Through this strategy, the company has positioned itself at the center of e- commerce and now serves as essential infrastructure for a host of other businesses that depend upon it. Elements of the firm’s structure and conduct pose anticompetitive concerns—yet it has escaped antitrust scrutiny. This Note argues that the current framework in antitrust—specifically its pegging competi- tion to “consumer welfare,” defined as short-term price effects—is unequipped to capture the ar- chitecture of market power in the modern economy. We cannot cognize the potential harms to competition posed by Amazon’s dominance if we measure competition primarily through price and output. Specifically, current doctrine underappreciates the risk of predatory pricing and how integration across distinct business lines may prove anticompetitive. These concerns are height- ened in the context of online platforms for two reasons. First, the economics of platform markets create incentives for a company to pursue growth over profits, a strategy that investors have re- warded. Under these conditions, predatory pricing becomes highly rational—even as existing doctrine treats it as irrational and therefore implausible.
    [Show full text]
  • Michael Spatz, Et Al. V. Facebook, Inc., Et Al. 12-CV-02662-Notice Of
    Case3:12-cv-02662-MMC Document124 Filed08/20/12 Page1 of 27 Richard M. Heimann (State Bar No. 063607) Marc I. Gross [email protected] [email protected] 2 Joy A. Kruse (State Bar No. 142799) Jeremy A. Lieberman [email protected] [email protected] Sharon M. Lee POMERANTZ GROSSMAN HUFFORD [email protected] DAHLSTROM & GROSS LLP 4 LIEFF CABRASER HEIMANN & 600 Third Avenue, 20th Floor BERNSTEIN, LLP New York, New York 10016 275 Battery Street, 29th Floor Telephone: (212) 661-1100 San Francisco, CA 94111-3339 Facsimile: (212) 661-8665 6 Telephone: (415) 956-1000 Facsimile: (415) 956-1008 Patrick V. Dahlstrom 7 [email protected] POMERANTZ GROSSMAN HUFFORD 8 DAHLSTROM & GROSS LLP Ten South La Salle Street, Suite 3505 9 Chicago, Illinois 60603 Telephone: (312) 377-1181 10 Facsimile: (312) 377-1184 11 Counsel for Movants Jose and Mary Galvan and William H. Anhood 12 13 UNITED STATES DISTRICT COURT 14 NORTHERN DISTRICT OF CALIFORNIA 15 MICHAEL SPATZ, and SANJAY ISRANI, Civil No.3:12-cv-02662-MMC 16 Individually and on Behalf of All Others Similarly Situated, 17 Plaintiffs, NOTICE OF WITHDRAWAL OF THE MOTION BY WILLIAM H. ANHOOD 18 v. FOR CONSOLIDATION, APPOINTMENT AS LEAD PLAINTIFF 19 FACEBOOK, INC., MARK ZUCKERBERG, AND APPROVAL OF LEAD COUNSEL DAVID A. EBERSMAN, DAVID M. 20 SPILLANE, MARC L. ANDREESSEN, ERSKINE B. BOWLES, JAMES W. BREYER, 21 DONALD E. GRAHAM, REED HASTINGS, PETER A. THIEL, MORGAN STANLEY & CO. 22 LLC, J.P. MORGAN SECURITIES LLC, GOLDMAN, SACHS & CO., MERRILL 23 LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS CAPITAL 24 INC., ALLEN & COMPANY LLC, CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE 25 SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC., RBC CAPITAL MARKETS, 26 LLC, and WELLS FARGO SECURITIES, LLC, 27 Defendants.
    [Show full text]
  • M&A @ Facebook: Strategy, Themes and Drivers
    A Work Project, presented as part of the requirements for the Award of a Master Degree in Finance from NOVA – School of Business and Economics M&A @ FACEBOOK: STRATEGY, THEMES AND DRIVERS TOMÁS BRANCO GONÇALVES STUDENT NUMBER 3200 A Project carried out on the Masters in Finance Program, under the supervision of: Professor Pedro Carvalho January 2018 Abstract Most deals are motivated by the recognition of a strategic threat or opportunity in the firm’s competitive arena. These deals seek to improve the firm’s competitive position or even obtain resources and new capabilities that are vital to future prosperity, and improve the firm’s agility. The purpose of this work project is to make an analysis on Facebook’s acquisitions’ strategy going through the key acquisitions in the company’s history. More than understanding the economics of its most relevant acquisitions, the main research is aimed at understanding the strategic view and key drivers behind them, and trying to set a pattern through hypotheses testing, always bearing in mind the following question: Why does Facebook acquire emerging companies instead of replicating their key success factors? Keywords Facebook; Acquisitions; Strategy; M&A Drivers “The biggest risk is not taking any risk... In a world that is changing really quickly, the only strategy that is guaranteed to fail is not taking risks.” Mark Zuckerberg, founder and CEO of Facebook 2 Literature Review M&A activity has had peaks throughout the course of history and different key industry-related drivers triggered that same activity (Sudarsanam, 2003). Historically, the appearance of the first mergers and acquisitions coincides with the existence of the first companies and, since then, in the US market, there have been five major waves of M&A activity (as summarized by T.J.A.
    [Show full text]
  • Information Warfare, International Law, and the Changing Battlefield
    ARTICLE INFORMATION WARFARE, INTERNATIONAL LAW, AND THE CHANGING BATTLEFIELD Dr. Waseem Ahmad Qureshi* ABSTRACT The advancement of technology in the contemporary era has facilitated the emergence of information warfare, which includes the deployment of information as a weapon against an adversary. This is done using a numBer of tactics such as the use of media and social media to spread propaganda and disinformation against an adversary as well as the adoption of software hacking techniques to spread viruses and malware into the strategically important computer systems of an adversary either to steal confidential data or to damage the adversary’s security system. Due to the intangible nature of the damage caused By the information warfare operations, it Becomes challenging for international law to regulate the information warfare operations. The unregulated nature of information operations allows information warfare to Be used effectively By states and nonstate actors to gain advantage over their adversaries. Information warfare also enhances the lethality of hyBrid warfare. Therefore, it is the need of the hour to arrange a new convention or devise a new set of rules to regulate the sphere of information warfare to avert the potential damage that it can cause to international peace and security. ABSTRACT ................................................................................................. 901 I. INTRODUCTION ......................................................................... 903 II. WHAT IS INFORMATION WARFARE? .............................
    [Show full text]
  • In the Court of Chancery of the State of Delaware Karen Sbriglio, Firemen’S ) Retirement System of St
    EFiled: Aug 06 2021 03:34PM EDT Transaction ID 66784692 Case No. 2018-0307-JRS IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE KAREN SBRIGLIO, FIREMEN’S ) RETIREMENT SYSTEM OF ST. ) LOUIS, CALIFORNIA STATE ) TEACHERS’ RETIREMENT SYSTEM, ) CONSTRUCTION AND GENERAL ) BUILDING LABORERS’ LOCAL NO. ) 79 GENERAL FUND, CITY OF ) BIRMINGHAM RETIREMENT AND ) RELIEF SYSTEM, and LIDIA LEVY, derivatively on behalf of Nominal ) C.A. No. 2018-0307-JRS Defendant FACEBOOK, INC., ) ) Plaintiffs, ) PUBLIC INSPECTION VERSION ) FILED AUGUST 6, 2021 v. ) ) MARK ZUCKERBERG, SHERYL SANDBERG, PEGGY ALFORD, ) ) MARC ANDREESSEN, KENNETH CHENAULT, PETER THIEL, JEFFREY ) ZIENTS, ERSKINE BOWLES, SUSAN ) DESMOND-HELLMANN, REED ) HASTINGS, JAN KOUM, ) KONSTANTINOS PAPAMILTIADIS, ) DAVID FISCHER, MICHAEL ) SCHROEPFER, and DAVID WEHNER ) ) Defendants, ) -and- ) ) FACEBOOK, INC., ) ) Nominal Defendant. ) SECOND AMENDED VERIFIED STOCKHOLDER DERIVATIVE COMPLAINT TABLE OF CONTENTS Page(s) I. SUMMARY OF THE ACTION...................................................................... 5 II. JURISDICTION AND VENUE ....................................................................19 III. PARTIES .......................................................................................................20 A. Plaintiffs ..............................................................................................20 B. Director Defendants ............................................................................26 C. Officer Defendants ..............................................................................28
    [Show full text]
  • The Rules of #Metoo
    University of Chicago Legal Forum Volume 2019 Article 3 2019 The Rules of #MeToo Jessica A. Clarke Follow this and additional works at: https://chicagounbound.uchicago.edu/uclf Part of the Law Commons Recommended Citation Clarke, Jessica A. (2019) "The Rules of #MeToo," University of Chicago Legal Forum: Vol. 2019 , Article 3. Available at: https://chicagounbound.uchicago.edu/uclf/vol2019/iss1/3 This Article is brought to you for free and open access by Chicago Unbound. It has been accepted for inclusion in University of Chicago Legal Forum by an authorized editor of Chicago Unbound. For more information, please contact [email protected]. The Rules of #MeToo Jessica A. Clarke† ABSTRACT Two revelations are central to the meaning of the #MeToo movement. First, sexual harassment and assault are ubiquitous. And second, traditional legal procedures have failed to redress these problems. In the absence of effective formal legal pro- cedures, a set of ad hoc processes have emerged for managing claims of sexual har- assment and assault against persons in high-level positions in business, media, and government. This Article sketches out the features of this informal process, in which journalists expose misconduct and employers, voters, audiences, consumers, or professional organizations are called upon to remove the accused from a position of power. Although this process exists largely in the shadow of the law, it has at- tracted criticisms in a legal register. President Trump tapped into a vein of popular backlash against the #MeToo movement in arguing that it is “a very scary time for young men in America” because “somebody could accuse you of something and you’re automatically guilty.” Yet this is not an apt characterization of #MeToo’s paradigm cases.
    [Show full text]
  • ASD-Covert-Foreign-Money.Pdf
    overt C Foreign Covert Money Financial loopholes exploited by AUGUST 2020 authoritarians to fund political interference in democracies AUTHORS: Josh Rudolph and Thomas Morley © 2020 The Alliance for Securing Democracy Please direct inquiries to The Alliance for Securing Democracy at The German Marshall Fund of the United States 1700 18th Street, NW Washington, DC 20009 T 1 202 683 2650 E [email protected] This publication can be downloaded for free at https://securingdemocracy.gmfus.org/covert-foreign-money/. The views expressed in GMF publications and commentary are the views of the authors alone. Cover and map design: Kenny Nguyen Formatting design: Rachael Worthington Alliance for Securing Democracy The Alliance for Securing Democracy (ASD), a bipartisan initiative housed at the German Marshall Fund of the United States, develops comprehensive strategies to deter, defend against, and raise the costs on authoritarian efforts to undermine and interfere in democratic institutions. ASD brings together experts on disinformation, malign finance, emerging technologies, elections integrity, economic coercion, and cybersecurity, as well as regional experts, to collaborate across traditional stovepipes and develop cross-cutting frame- works. Authors Josh Rudolph Fellow for Malign Finance Thomas Morley Research Assistant Contents Executive Summary �������������������������������������������������������������������������������������������������������������������� 1 Introduction and Methodology ��������������������������������������������������������������������������������������������������
    [Show full text]
  • Facebook, Inc. Annual Report 2016
    Facebook, Inc. Annual Report 2016 Form 10-K (NASDAQ:FB) Published: April 27th, 2016 PDF generated by stocklight.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM 10-K/A Amendment No. 1 __________________________ (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35551 __________________________ FACEBOOK, INC. (Exact name of registrant as specified in its charter) __________________________ Delaware 20-1665019 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 1601 Willow Road, Menlo Park, California 94025 (Address of principal executive offices and Zip Code) (650) 543-4800 (Registrant's telephone number, including area code) __________________________ Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock, $0.000006 par value The NASDAQ Stock Market LLC (Title of each class) (Name of each exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
    [Show full text]